Les statuts de l’Association (en anglais) :

By laws of San Francisco Bay Accueil, Inc A California Non Profit Corporation

Article I

PURPOSE
The specific and primary purposes for which this corporation is formed are as set forth in Article 2 of the Articles of Incorporation of San Francisco Bay Accueil, Inc., filed in the office of the Secretary of State of California. They are to :
(A) Offer welcome and assistance to French speaking newcomers to the San Francisco area ; to give them useful information on life and customs in the United States and particularly in the San Francisco area
(B) Help them meet friends and become involved in the culture of this country.
In addition, this corporation is formed for the purpose of performing all things incidental and primary purposes and shall have other exclusively charitable purposes as the Board of Directors may authorize or approve from time to time, whether related or unrelated to the foregoing specific and primary purposes. The corporation shall hold and may exercise all such powers as may be conferred upon an nonprofit corporation by the laws of the State of California and as may be necessary or the purposes of the corporation ; provided, however, that in no event shall the corporation engage in activities which are not charitable in nature.

Article II

MEMBERSHIP
Section 1. Membership and Dues

There shall be three classes of members of this corporation. The first class of members shall be known as (1) Founding members, the second class of members shall be known as (2) Honorary Members.

The Membership dues structure shall be established by the Board of Directors from time to time.

Section 2. Founding Members

Founding members shall be those persons whose names and signatures appear on the Certificate of Organization of this Corporation.

Section 3. Active Members

The membership of the Association shall consist of individual and corporate members.

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Section 4. Honorary Members

Members shall be admitted as members following a written application and payment of minimum $35 dollars. This amount may be modified by decision of the Board.

Section 5. Voting and Other Rights of Members

(a) Each founding member of this corporation shall be entitled to one vote provided his or her dues for the year are paid current.

(b) Founding members may participate in membership meetings and may serve on committees. They shall be given special member’s rates on the corporation’s publications, and may participate in other activities of the corporation at special member’s rates.

(c) Members may participate in discussion at membership meetings and may serve on committees in an advisory or consultant capacity. They shall receive notification of the corporation’s activities as the Board determines.

Section 6. Annual Meeting

• The annual meeting of the voting members of this corporation shall be held at such place and during the last quarter of each calendar year or at such other time as may determined by a resolution of the Board of Directors or of the executive committee. Written notice of the time and place of the annual meeting shall be delivered personally to each currently dues paying member or sent to each such member by his address as it is shown on the records of the corporation. Any notice shall be mailed or delivered at least fifteen (15) days before the date of the meeting. Members and directors may receive notice of, and participate in, meetings by “electronic transmission”

Electronics transmissions :

Fax or email delivered to a fax number or email address that the corporation and the member have provided to each other to receive notices or to communicate at the meeting ;

A posting on an electronic message board or network similarly designated (and if directed by the corporation to the member, together with a separate notice of the posting)

other means of electronic communication” (the reference to “other means” in the statute is apparently intended to capture subsequent advances in communication technology)

Section 7. Special Meetings

Special meetings of the members of the corporation for any purpose or purposes may be called at any time by the president of the corporation, by two members of the Board of Directors or by five percent (5%) of the dues paying associate members of this corporation.

Written notice of the time and place of special meetings of the members shall be given in the same manner as for the annual meeting of the members.

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Actions taken at any meeting of the members of this corporation, however called and noticed, shall be as valid as though taken at a meeting after regular call or notice if a quorum is present, and if, either before or after the meeting, each of the voting members not present signs a written waiver of the minutes of the meeting. All the waivers, consents, or approvals shall be filed with the corporate records or be made a part of the minutes of the meeting.

Section 8. Quorum

A quorum for any meeting of the members shall be the presence in person or by proxy of fifteen percent of the associate.

Section 9. Action by Members

The affirmative vote of a majority of the active members represented and voting at a meeting shall be necessary for the adoption of a motion or resolution, and for the election of Directors, and for the determination of all questions and business which may come before the meeting, unless otherwise required under the articles of incorporation or the bylaws of this corporation.

Section 10. Liabilities of Members

No person who is now, or who later becomes, a member of this corporation shall be personally liable to its creditors for any indebtedness or liability and any and all creditors of this corporation shall look only to the assets of this corporation for payment.

Section 11. Termination of Membership

Any membership in this organization shall terminate (a) on the death of the member, in the case of an individual (b) by a vote of a majority of the Board of Directors, or (c) upon the failure to renew membership by payment of membership dues within the period specified for such payment by the Board of Directors.

Article III

BOARD OF DIRECTORS Section 1. Power and Duties

The Board of Directors shall have general power to control and manage the affairs and property of the corporation ; and to do all things not expressly prohibited by the articles of incorporation, the bylaws or the non-profit corporation law of California, an shall have full power, by majority vote, to adopt rules and regulations governing the action of the Board of Directors and shall have the full authority with respect to the distribution and payment of the monies received by the corporation from time to time ; provided, however, that the fundamental and basic purposes of the corporation, as expressed in the articles of incorporation, shall not thereby be amended or changed, and provided further, that the Board of Directors shall not permit any part of the net earnings or capital of the corporation to inure to benefit of any private individual.

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Section 2. Number, Qualifications, Election and Term of Office

Authorized number : the authorized number of Directors shall not exceed fifteen

Selection : the Board shall be designed as follows :

(i) Permanent member : the spouse of the Consul General of France in San Francisco or his representative shall be a permanent member of the Board

(ii) Initial Directors : the initial shall be the five founding members named by the incorporator and including herself.

(iii) Subsequent Directors : subsequent members of the Board shall be elected by a majority of the members of the corporation on the occasion of their annual meeting.

(iv) Any director may be removed, with or without cause at the annual or a special meeting
called for that purpose, by a majority of all Directors. Cause will include three unexcused absences from three successive meetings.

• Term of Office of Directors : the Directors shall hold offices for a term of three (3) years.

Section 3. Annual Meetings

Beginning with the year 1995, an annual meeting of the Directors shall be held at such date, time and place as the Board of Directors shall determine.

Section 4. Special Meetings

Special meetings of the Board of Directors may be called by or at the request of the president or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place within the nine counties adjacent to San Francisco as the place for holding any special meeting of the Board called by them.

Section 5. Notice

Notice of any special meeting of the Board shall be given at least two days previous thereto by written notice delivered personally or sent by certified mail or telegram to each Director at his or her address as shown on the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States in a sealed envelope so addressed, with postage thereon pre-paid. Any Director at any meeting shall constitute a waiver of notice.

Section 6. Quorum

A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board.

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Section 7. Vacancies

Any vacancy occurring in the Board of Directors or in any directorship shall be filled by a majority vote of Directors present at the annual meeting, or a duly called special meeting. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Section 8. Compensation

No Director of this corporation shall receive, directly or indirectly, any salary, compensation or emolument therefore in his or her capacity as Director ; but the Board may authorize reimbursement of reasonable expenses incurred by Board members in connection with attendance at Board meetings or attendance to Board responsabilities.

Article IV

OFFICERS

Section 1. Number and Qualifications

The Officers of the corporation shall consist of a president, a vice-president, a secretary, a treasurer, and such other officers as the Board of Directors may from time to time appoint. Any two or more offices may be held by the same person, except for the offices of president and secretary.

Section 2. Election and terms of office

The officers of the corporation shall be elected annually by the Board of Directors at the regular meeting immediately following the election of Directors. If the election of officers shall not be held as soon thereafter as may be practical. Directors must have had served at least one year to be eligible to be elected as officers. The vacancies may be filled or the new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his or her successor shall have been duly elected and qualified.

Section 3. Removal

Any officer of the corporation may be removed by a vote of the majority of the Board of Directors then in office.

Section 4. President

The President shall be the principal executive officer of the corporation and shall, in general, supervise and conduct the activities and operations of the corporation. He or she shall have general supervision of the affairs of the corporation, and shall freely consult with them concerning the activities of the corporation. He or she may sign, with the secretary or any other proper officer of the corporation authorized by the Board of Directors, in the name of the corporation, all contracts and documents authorized either generally or specifically by the Board. He or she shall preside at all meetings of the

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Board of Directors. He or she shall perform such other duties as shall from time to time be assigned to him or her by the Board of Directors.

Section 5. Vice-President

The vice-president shall have such powers and duties as may be assigned to him or her by the president or the Board of Directors. In the absence of the president, the vice-president shall, in general, perform the duties of the president.

Section 6. Secretary

The secretary shall act as secretary of all the meetings of the Board of Directors, and shall keep the minutes of all such meetings in books proposed for that purpose. He or she shall attend to the giving and serving of all notices of the corporation, and shall see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal duly authorized in accordance with the provisions of these bylaws. He or she shall perform all other control of the Board of Directors, and shall perform such additional duties as shall from time to time be assigned to him or her by the Board of Directors.

Section 7. Treasurer

The treasurer shall have custody of all funds of the corporation which may come into his or her hands. He or she shall keep or cause to be kept full an accurate accounts of receipts and disbursements of the corporation, and shall deposit all moneys and other valuable effects of the corporation, and shall in the name and to the credit of the corporation in such banks or required by the Board of Directors may designate. Whenever required by the Board of Directors, he or she shall render a reasonable times exhibit the corporate books and accounts to any officer or Director of the corporation and shall perform all duties customarily incident to the position of treasurer, subject to the control of the Board of Directors, and shall, whenever required, give security for the faithful performance of his or her duties as the Board of Directors may determine. The statement wich must be presented to the Board of Directors at their annual meeting.

Article V

COMMITTEES Section 1. Committees of Directors

The Board of Directors, by resolution adopted at a duly noticed meeting of the Board of Directors in office, may designate an executive committee, which shall consist of the president and two or more Directors ; and, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation.

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Section 2. Other Committees

Other committees not having exercised the authority of the Board of Directors in the management of the corporation may be designated by a resolution adopted by the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be appointed by the president of the corporation. Any member of any committee may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interest of the corporation shall be served by such removal.

Section 3. Term of Office

Each member of a committee shall continue as such until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member cease to qualify as a member thereof.

Section 4. Chairperson One member of each committee shall be appointed chairperson thereof.

Section 5. Vacancies

Vacancies otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committees.

Section 7. Rules

Each committee may adopt rules for its own government, so long as such rules are not inconsistent with these bylaws or with rules adopted by the Board of Directors.

Article VI

CONTRACTS, CHECKS, DEPOSITS AND FUNDS Section 1. Contracts

The Board of Directors may authorized any officer or officers of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, such authority must be in writing and may be general or confined to specific instances.

Section 2. Checks, Drafts, etc.

All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers of the corporation and in such manner as shall from time to time be determined by written resolution of the Board of Directors. In

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the absence of such determination by the Board of Directors, such instruments shall be signed by the treasurer and countersigned by the president of the corporation.

Section 3. Deposits

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 4. Gifts

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.

Article VII

OFFICE AND BOOKS Section 1. Office

The office of the corporation shall be located at such place as the Board of Directors may from time to time determine.

Section 2. Books

There shall be kept at the office of the corporation correct books of account of the activities and transactions of the corporation, including a minute book which shall contain a copy of the articles of incorporation, a copy of these bylaws, and any minutes of the Board of Directors.

Revised version written down by the Secretary, Veronique Mini In San Francisco, CA on July 12th, 2012
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